EXHIBIT 10.13


 





July 31,
2008


 


Micro Component
Technology, Inc.


2340 West Country Road


St. Paul, Minnesota
55113-2528


Attention:  Chief Financial Officer


 


Re:          Extension of Maturity Dates


 


Ladies and Gentlemen:


 


Reference is hereby made
to (i) that certain Secured Non-Convertible Revolving Note, dated as of February 17,
2006 issued by the Micro Component Technology, Inc., a Minnesota
corporation (the “Company”) to
Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”)
in the original principal amount of $4,000,000 (as amended, restated, modified
and/or supplemented from time to time, the “Revolving Note”), (ii) that certain Secured
Non-Convertible Term Note, dated February 17, 2006 issued by the Company
to Laurus in the original principal amount of $5,250,000 (as amended, restated,
modified and/or supplemented from time to time, the “February 2006
Term Note”), which February 2006
Term Note was subsequently assigned in full to Valens Offshore SPV I, Ltd., a
Cayman Islands company (“Valens Offshore”)
and Valens U.S. SPV I, LLC (“Valens U.S.”
together with Laurus and Valens Offshore, collectively, the “Note Holders”), (iii) that certain 10% Senior
Subordinated Convertible Note, dated February 17, 2004 issued by the
Company to Amaranth Trading, L.L.C. in the original principal amount of
$1,229,919 and subsequently assigned to Laurus pursuant to that certain Note
Sale Agreement dated as of December 20, 2006 by and between Amaranth
Trading L.L.C. and Laurus, and subsequently further assigned in full to Valens Offshore
(as amended, restated, modified and/or supplemented from time to time, the “10% Note”),  (iv)  that certain Secured Term Note,
dated March 29, 2007 issued by the Company to Laurus and subsequently
assigned in full to Valens Offshore in the original principal amount of
$1,000,000  (as amended, restated,
modified and/or supplemented from time to time, the “March 2007
Term Note” and together with the Revolving Note, February 2006
Term Note and the 10% Note, the “Notes”), (vi) the
Common Stock Purchase Warrant dated as December 6, 2007 and granted by the
Company to the Warrant Holders (as defined below) to purchase up to 3,500,000
shares of the Company’s common stock, par value $0.01 per share (the “ December 2007  Warrant”),
(vii) the Common Stock Purchase Warrant dated March 29, 2007 and
granted by the Company to Laurus to purchase up to 5,000,000 shares of the
Company’s Common Stock (the “March 2007
Warrant”), (viii) the Warrant dated as of February 17,
2006 and granted by the Company to Laurus to purchase up to 2,500,000 shares of
the Company’s Common Stock (the “February 2006
Warrant”), (ix) the Common Stock Purchase Warrant dated January 28,
2005 and granted by the Company to Laurus to purchase up to 150,000 shares of
the Company’s Common Stock (the “January 2005
Warrant”), (x) the Option dated April 29, 2005 and granted
by the Company to Laurus to purchase up to 2,556,651 shares of the Company’s
Common Stock (the “April 2005 Option”)
and (xi) the Common Stock Purchase Warrant dated March 9, 2004 hereof
granted by the Company to Laurus to purchase up to 400,000 shares of the
Company’s Common Stock (the “March 2004
Warrant”, and together with the December 2007 Warrant, March 2007
Warrant, February 2006 Warrant, January 2005 Warrant, and the April 2005
Option, the “Warrants”; portions
of the March 2007 Warrant, the February 2006 Warrant, the January 2005
Warrant, the April 2005 Option and the March 2004 Warrant have been
subsequently assigned to Valens Offshore, Valens U.S. and PSource Structured
Debt Limited, a Guernsey company, collectively, the “Warrant
Holders”; the Warrant Holders together with the Note Holders,
collectively, the “Holders”),
(xii) that certain Securities Purchase Agreement dated as of the date hereof by
and 


 


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among the Company, LV
Administrative Services, Inc. and the purchasers party thereto from time
to time (the “Purchase Agreement”), and (xiii)
those certain notes issued in connection with the Securities Purchase Agreement
(the “July Notes”).


 


The undersigned hereby
agree that in the event of an extension of the Maturity Date (as defined in the
July Notes) of the July Notes pursuant to Section 3.13 thereof,
simultaneous therewith, (a) the respective maturity dates of the Notes will
be modified to be co-terminus with the Maturity Date of the July Notes,
and (b) the convertibility feature of the 10% Note shall be waived, null,
void and of no further effect.


 


Further, the undersigned
hereby waives the application of any anti-dilution provisions of any Warrants
or Notes which might otherwise be triggered by the issuance of the July Notes,
the Warrants, or the Warrant Shares issuable upon exercise of the Warrants as
defined in the Purchase Agreement.  All
other terms and provisions of the Notes and Warrants remain in full force and
effect.


 


This letter may not be
amended or waived except by an instrument in writing signed by the Company and
the Holders.  This letter may be executed
in any number of counterparts, each of which shall be an original and all of
which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of
this letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof or thereof, as the case may be.  This letter shall be governed by, and
construed in accordance with, the laws of the State of New York.  This letter sets forth the entire agreement
between the parties hereto as to the matters set forth herein and supersede and
replace all prior communications, written or oral, with respect to the matters
herein.  The Company hereby agrees to
file an 8-K with the Securities and Exchange Commission disclosing the
transactions set forth in this letter with the period prescribed by the
Securities and Exchange Commission.


 


If the foregoing meets
with your approval, please signify your acceptance of the terms hereof by
signing below.


 


[SIGNATURE PAGE
FOLLOWS]


 


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  LAURUS
  MASTER FUND, LTD.

  
	
   

  	
  By: Laurus Capital
  Management, LLC, its

  
	
   

  	
  investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VALENS
  OFFSHORE SPV I, LTD.

  
	
   

  	
  By: Valens Capital
  Management, LLC, its

  
	
   

  	
  investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VALENS
  U.S. SPV I, LLC

  
	
   

  	
  By: Valens Capital Management,
  LLC, its

  
	
   

  	
  investment manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PSOURCE
  STRUCTURED DEBT LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and accepted on
  the date hereof:

  	
   

  
	
   

  	
   

  
	
  MICRO COMPONENT TECHNOLOGY,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Roger E. Gower

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  
					



 


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